Exhibit 10.28


 


HOME ASSET MANAGEMENT CORP.

11100 Santa Monica Blvd., Suite 2000

Los Angeles, CA 90025


 


STOCK REPURCHASE AGREEMENT


 


June 24, 2004


 


Mr. John M. Robbins

Chief Executive Officer


AmNet Mortgage, Inc.


10421 Wateridge Circle, Suite
250


San Diego, CA 92121


 


Re:  Repurchase of 500,000 shares of AmNet common
stock


 


Dear John:


 


This Stock Repurchase Agreement
(“Agreement”) is made and entered into as of the 24th day of June, 2004, by and
among AmNet Mortgage, Inc. (“Buyer” or the “Company”), a Maryland Corporation
and Home Asset Management Corp., a Delaware Corporation (“Seller”).


 


WHEREAS, Seller desires to sell
the Shares (as defined herein) on the terms and subject to the conditions
contained in this Agreement; and


 


WHEREAS, Buyer has been
authorized by its Board of Directors and desires to purchase the Shares (as
defined herein) on the terms and subject to the conditions contained in this
Agreement.


 


NOW, THEREFORE, in
consideration of the mutual promises hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.  Seller shall sell, transfer, convey, assign
and deliver to Buyer, and Buyer shall acquire from Seller, 500,000 shares of
common stock, $0.01 par value per share, of the Company owned by Seller (the
“Shares”).


 


2.  The purchase price to be paid by Buyer to
Seller shall be Four Million Four Hundred Thousand Dollars ($4,400,000) by wire
transfer of immediately available funds based upon the Company’s intra-day
stock trading price of $8.80 per share on June 22, 2004.


 


3.  Ownership of the Shares. (i)
Seller is and immediately prior to the Closing will be, the true, lawful owner
and record holder of the Shares, and will have the right to sell and transfer
to Buyer good and marketable title to such Shares, free and clear of any claim,
liability, lien, pledge, mortgage, security interest, restriction or
encumbrance (collectively, “Encumbrances”) of any kind; and (ii) the delivery
to Buyer of the instruments of transfer of ownership contemplated by this
Agreement will vest good and marketable title to the Shares in Buyer, free and
clear of all Encumbrances of any kind or nature whatsoever.  Seller, or its affiliates, acquired the
Shares from the Company in a non public offering more than three years before
the date of this Agreement.


 


The wire instructions are as
follows:


Bank of America


Private Bank - Los
Angeles,#4957


555 South Flower Street, 49th
Floor


Los Angeles, CA 90071


ABA #: 121000358


 
















 


June 24, 2004


Stock Repurchase Agreement


 


 


Account Name: Home Asset
Management Co.


Account #: 49575-00809


 


Please indicate your
acknowledgement of and agreement to this Agreement by executing a copy of this
Agreement in the space indicated below.


 


Sincerely,


 


	
  Home Asset Management Corp.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John C.
  Rocchio

  	
   

  
	
   

  	
  John C.
  Rocchio

  
	
   

  	
  President

  



 


 


ACCEPTED AND AGREED TO ON
                       ,
2004.


 


	
  Home Asset Management Corp.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John C.
  Rocchio

  	
   

  
	
   

  	
  John C.
  Rocchio

  
	
   

  	
  President

  



 


	
  TCW/Crescent Mezzanine Partners, L.P.

  
	
  TCW/Crescent Mezzanine Trust

  
	
  TCW/Crescent Mezzanine Investment Partners, L.P.

  
	
  By:

  	
  TCW/Crescent
  Mezzanine, L.L.C.

  
	
  Its:

  	
  Investment
  Manager

  



 


 


	
  By:

  	
  /s/ John C.
  Rocchio

  	
   

  
	
   

  	
  John C.
  Rocchio

  
	
   

  	
  Managing
  Director

  



 


	
  AmNet Mortgage, Inc.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John
  Robbins

  	
   

  
	
  Name:

  	
  John Robbins

  
	
  Its:

  	
  Chairman